§ 1 General

(1) Our GTC shall apply to all deliveries and services to be provided by us in accordance with the contract concluded between us and the customer.

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Our GTC shall apply exclusively; we shall not recognize any terms and conditions of the customer that conflict with or deviate from our GTC unless we have expressly agreed to their validity in writing. Our GTC shall also apply if we carry out the delivery or service without reservation in the knowledge that the customer's terms and conditions conflict with or deviate from our GTC.

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Our GTC apply to both consumers and entrepreneurs, unless a differentiation is made in the respective clause.

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§ 2 Offers, conclusion of contract

The customer's order constitutes a binding offer which we can accept within two weeks by sending an order confirmation or by executing the order. Previously submitted offers or cost estimates by us are subject to change. This shall also apply to any provision of brochures, technical documentation and other product descriptions or documents. A reference to such documents merely contains a product description and does not constitute a warranty of characteristics.

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2. orders placed with the involvement of third parties require a corresponding order confirmation by us in order to be legally binding.

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We reserve the right to make changes to the design, shape, color or technical specifications, insofar as these are reasonable for the customer.

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We reserve the property rights and copyrights to offers, illustrations, drawings, calculations and other documents. The customer requires our express written consent before passing them on to third parties.

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5. we are entitled to subcontract and to commission third parties with the performance of services.

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§ 3 Special Provisions for Equipment Deliveries and Assemblies

When installing devices and accessories, the manufacturer's installation instructions, relevant standards and our applicable installation guidelines must be observed.

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If we are commissioned with the assembly of devices or accessories, the customer must ensure that the assembly points are freely accessible and that the shut-off devices function properly. If this is not the case at the agreed time of assembly, the customer is obliged to restore the proper condition at his own expense. Alternatively, we shall be entitled to invoice the customer for any additional expenditure. The above provisions shall apply accordingly if the installation sites are only accessible under difficult conditions. The customer is aware that, when installing detection devices, these are attached to radiators in accordance with the statutory standards and, when installing smoke alarms and any other devices or accessories, these are attached to the masonry or ceiling and expressly agrees to this.

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The customer shall ensure that the heating system is free of defects, functional, properly dimensioned and parameterized, and that the distribution system for heating heat is adequately dimensioned in accordance with the recognized rules of technology and has been executed free of defects in terms of craftsmanship. The execution of a hydraulic balancing is exclusively the responsibility of the customer.

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As soon as a measuring instrument is newly installed or exchanged, the Weights and Measures Office must be informed of who the user is. The type of device used as well as the name and address of the user of the measuring device must be stated. If the customer instructs us accordingly, we shall make the notifications to the Weights and Measures Office required under the Measurement Act.

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§ 4 Special Provisions for Rental Agreements of Measuring Instruments

(1) Within the framework of a rental agreement for measuring equipment, we provide the customer with the measuring equipment on a rental basis and guarantee the maintenance of the functional and operational readiness of the measuring and recording equipment in accordance with statutory provisions and applicable standards. The devices remain our property. The customer bears the risk of theft, loss and damage of the rented equipment. The strict liability of the lessor from § 536 a I 1. alt.BGB is limited to the effect that we are only liable in case of fault and fraudulent intent.

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2. the customer undertakes to report any malfunctions and failures of equipment to us without delay.

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Insofar as an intervention in the pipe network is necessary for the installation or replacement of the recording and measuring devices, the customer must order this intervention from a specialist tradesman at his own expense. When installing heat cost allocators, it may be necessary to fasten the back of the device to the radiator by means of welding studs in order to ensure proper and tamper-proof functioning of the device. The customer agrees to this method of fastening and to the fact that we will not remove or eliminate these fastenings and any damage to the paintwork in the event of a change of device or termination of the rental relationship.

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4. the installation dates will be announced to each user by a suitable way of notification (e.g. notice board or notification card) at least eight working days before. In the event that the service could not be provided by us in the second appointment either, the customer will be informed by a cover letter. The customer shall then issue us with an order for subsequent installation, which shall be subject to a charge.

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We reserve the right to replace measuring devices during the year if necessary.

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The actual number of units required will be determined by us according to the technical conditions during the installation of the equipment and communicated with the total annual rental price. The rental price usually includes the installation, provided that this can be done in prepared or provided installation parts. In the case of legal-for-trade equipment, the certification fee is also included in the rental price. One-time costs for e.g. special installations, travel expenses, technical recordings, etc. will be invoiced separately to the customer in accordance with our quotation and expenditure. Costs for failures and malfunctions, which are due to external damage, are to be borne by the customer. This also applies to costs incurred due to inaccurate failure reports by the customer, structural changes or a futile journey by the customer service.

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We are entitled, but not obliged, to dismantle rented equipment after expiry of the contract term. If we decide against dismantling, the rented equipment shall become the property of the customer free of charge.

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§ 5 Special Provisions for Acquisition and Settlement Contracts

1. the billing is based on the contract concluded between us and the customer, the heating costs ordinance, the operating costs ordinance, the guideline of ARGE Heiz- und Warmwasserkostenverteilung e.V. as well as the recognized rules of technology(VDI).

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2. the billing service can only be carried out if the customer has sent binding information about the costs to be billed and the changes that have occurred in the user relationships to the address named to him at least 6 weeks before the end of the billing period. In the event of late transmission of data by the customer, we shall not be liable for any damages incurred by the customer as a result. If the customer does not transmit the data to us within a reasonable period of time (max. six months after the meter reading has taken place) and if a corresponding notice on our part remains unsuccessful, we shall be entitled to charge the customer the respective customer service fees irrespective of the performance of the billing service.

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The customer shall be responsible for ensuring that we have access to the user units concerned at the time of reading. The respective meter reading date will be announced by us, if necessary, in a suitable manner at least one week in advance. If a meter reading is not possible in individual user units on the specified date, a second attempt at a meter reading will be made within 14 days - after renewed prior written notice - free of charge for the customer. If this is again unsuccessful, we shall be entitled to estimate the consumption of the user unit concerned in accordance with the Heating Costs Ordinance and the recognized rules or to offer further meter-reading dates at a charge to the customer. Such an estimate shall also be made if it is determined during the meter reading that recording devices are defective and/or do not display plausible consumption values. The recording devices must be freely accessible for reading, checking and replacement.

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4. we prepare a total statement per billing unit and an individual statement for each user. The customer is obliged to check these before forwarding or charging the users.

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We would like to point out that the data and documents of an annual invoice will be stored and kept by us for two years after invoicing. In addition, we are entitled but not obliged to store history values depending on the respective devices. It is the responsibility of the customer to properly inform the respective users in accordance with the currently valid data protection regulations about the collection and storage of data based on the contract concluded between us and the customer and to obtain the consent of the respective user for the collection, storage and transmission of information from the stored data.

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If a change of user occurs during a billing period, the customer is obliged to notify us immediately so that an interim reading can be carried out if necessary. If an interim reading is carried out, this will be invoiced to the customer. In the event that no interim readings are available, we shall calculate the consumption values for heating read at the end of the billing period pro rata temporis according to degree days and the read consumption values for water pro rata temporis according to calendar days.

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7. all changes that may affect the execution of the settlement (e.g. settlement date, number of water connections or changes to the radiator, repair, replacement, changes in the number or performance or a change in the living space due to merging or changes in usable units) must be notified to us in writing by the customer without delay.

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(8) Unless otherwise agreed in an individual contract, the term of the contract for the recording and billing service shall commence at the beginning of the first billing period following the signing of the order form by the customer and shall be 2 years. If not terminated, the contract shall be renewed for a further year at a time, unless otherwise agreed in the individual contract. The notice period is 3 months to the end of the contract period. Cancellations must be made in writing.

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§ 6 Special provisions for maintenance contracts

1. the prerequisite for the acceptance of devices into the maintenance service is that the devices have been approved by us for this purpose, are in technically perfect and functional condition at the start of the contract, have been installed in accordance with the relevant standards of the manufacturer and have a remaining useful life of at least 9 years in the case of heat cost allocators and smoke detectors or a remaining useful life of at least 5 years in the case of cold water meters or at least 4 years in the case of hot water and heat meters.

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2. the term of a contract for maintenance begins, unless otherwise agreed, with the installation of the respective type of equipment and the contract is concluded for the individually agreed term(s). The contract shall be extended by the same period in each case if it is not terminated in writing by one of the contracting parties no later than 3 months before the expiry of the respective term(s). Cancellations must be made in writing.

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3. if we are commissioned with the maintenance of further devices during the term of the contract, the maintenance rate of these devices will be charged according to the remaining term.

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4. the statutory provisions on extraordinary termination shall remain unaffected.

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§ 7 Special provisions for rental and maintenance contracts for smoke alarms

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The annual maintenance and functional test described in the contract shall be carried out on the basis of DIN 14767. The customer's obligation to ensure that the obligations incumbent on him as owner, in particular for the permanent operation of the smoke alarm devices (hereinafter referred to as "Smoke Alarm Devices"), are complied with, shall remain unaffected by the maintenance contract.

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The annual functional test consists of a visual test and an alarm test. The visual inspection is performed by visual inspection from the floor without removing the smoke detector from the ceiling. This involves checking whether:-the smoke detector is still present- there is coarse soiling or blockage of the smoke penetration opening- the smoke detector has external damage- the smoke detector is at a distance of at least 50 cm from surrounding obstacles (e.g. furnishings) that could prevent smoke from penetrating the smoke detector. During the alarm test, a test alarm is triggered via the test button. For rooms with a ceiling height of more than 2.75 m and in cases where an inspection from the floor does not appear to be appropriate for other reasons, we will carry out a functional test with aerosol, for which the additional expenditure will then be invoiced in accordance with the price list. The customer hereby instructs us to immediately replace any RWM found to be defective, damaged or removed during the functional test with a new, equivalent device, insofar as this is possible without additional expense for us (e.g. new drilling). If the reason for the replacement of the device is not our responsibility, the costs for the replacement will be charged according to our current price list. We do not guarantee that after a functional test carried out by us the RWM will remain ready for use until the next functional test.

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3. the customer is obligated to notify us immediately if the use of premises not previously equipped with RWM changes in such a way that an obligation to equip arises or if, due to structural changes, the installation location of a RWM has to be relocated so that it can be properly installed again. We are not obligated to check within the scope of the annual functional test whether such changes may have occurred in the meantime. Any subsequent installation resulting from such changes shall be subject to a charge and shall be ordered by the customer accordingly.

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The dates for the annual functional test shall be agreed with the customer and shall be announced to each user by a suitable form of notification (e.g. notice board or notification card) at least eight working days in advance. In the event that an announced first functional test could not be performed, the user will be notified by another notification card of a second date, also announced at least eight days in advance. If even then the functional check cannot be carried out, the customer will be informed by us in writing. We will only make further follow-up appointments if the customer has issued us with a chargeable follow-up inspection order.

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If RWMs of category C are installed, the annual on-site function test is not required and is replaced by the radio remote readout function test. No access to the user's premises is required for this purpose.

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The functional test shall be carried out every twelve months (with a tolerance of +/-3 months), with the exception of the first functional test, which may be carried out earlier, but not earlier than nine weeks after the RWM has been put into operation, in particular in order to combine this date with the date of the reading for the heating bill, if applicable.

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After carrying out the inspection described in section 2 and any resulting activities, we shall inform the customer of the result of the inspection. The customer will be informed of the following:- tests carried out without objections - tests carried out with objections - replaced RWM units for which it was not possible to test the RWM due to lack of access (not applicable if the test was carried out with the equipment described in Section 5).

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8. the costs for the annual functional test of RWM shall, if commissioned by the customer, be allocated to the users in the statement of account prepared by us (§ 2, Para. 17 BetrKV). If the customer instructs us to allocate the costs, we shall assume that the customer has checked on its own responsibility that the conditions for allocation are met in each case.

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We can be reached by telephone during our business hours from Monday to Friday to receive fault reports. In addition, a free smoke detector hotline is available to the customer for fault reports. Outside business hours, the customer can leave fault reports on the answering machine. The customer is obliged to provide us with information on the immediate availability of the respective user and to ensure immediate access to the user unit. We shall arrange an appointment with the customer to check the fault within five working days of receipt of the fault report at the latest. If the inspection shows that there is no malfunction or that the fault message is due to manipulation, damage, improper use/operation of the RWM or another cause for which we are not responsible, we shall invoice the customer for the costs of the inspection or the replacement of the device.

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(10) We shall be entitled, but not obliged, to dismantle rented equipment after expiry of the contract term. If we decide against dismantling, the rented equipment shall become the property of the customer free of charge, see § 14.

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§ 8 Prices and terms of payment

(1) The prices agreed in the contract in each case shall be authoritative. Unless otherwise agreed, the current prices at the time of the conclusion of the contract shall apply. For consumers, the statutory sales tax is included. If the customer is an entrepreneur, we only state net prices. The statutory sales tax shall be shown separately at the statutory rate on the day of invoicing.

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If the customer is a consumer, price changes are permissible if there are more than four months between the conclusion of the contract and the agreed delivery date. If wages or material costs change thereafter until delivery, we shall be entitled to change the price appropriately in accordance with the cost increases or cost reductions. The customer shall only be entitled to withdraw from the contract if a price increase exceeds the increase in the general cost of living between the order and the delivery by more than an insignificant amount.

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If the customer is an entrepreneur, the agreed price shall apply. If the price has increased at the time of the service provision due to a change in the market price or due to an increase in the fees charged by third parties involved in the service provision, the higher price shall apply. If this is 20% or more above the agreed price, the customer has the right to withdraw from the contract. This right must be asserted immediately after notification of the increased price.

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Rental and maintenance costs are charged annually in advance. The rent for measuring devices is apportioned to the users on a pro rata basis as part of the heating cost settlement - insofar as a settlement agreement exists - in accordance with the applicable provisions of the Heating Cost Ordinance. The rent for cold/hot water meters is allocated as part of the operating costs/heating costs settlement.

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Unless otherwise agreed, the purchase price shall be due for payment immediately and payable within 14 days without cash discount. In the event of a cash discount being granted, the cash discount shall always relate only to the value of the goods excluding freight. The statutory rules concerning the consequences of default in payment shall apply.

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(6) We shall be entitled to demand advance or cash on delivery payment in the case of contracts with customers whose credit circumstances are not known or if there are doubts about the customer's ability to pay. If circumstances arise which suggest that the financial circumstances of the customer have deteriorated after conclusion of the contract, in particular if the customer does not pay due claims, and our payment claims therefore appear to be at risk, we shall be entitled to refuse performance and, if the statutory requirements are met, to withdraw from the contract. In the event of the opening of insolvency proceedings against the customer's assets or in the event of an application for the opening of insolvency proceedings against the customer's assets, we shall be entitled to withdraw from all contracts not yet executed.

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7. the customer shall only be entitled to set-off rights if its counterclaims have been legally established, are undisputed or have been recognized by us. If the customer is an entrepreneur, he shall only be entitled to exercise a right of retention if his counterclaim is based on the same contractual relationship.

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(8) We shall be entitled to withhold the total and individual invoices pursuant to § 3 number 4 of these GTC if the customer fails to meet its payment obligations despite a reminder. In this respect, the customer shall be obliged to make advance payment.

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§ 9 Time of performance and transfer of risk

(1) If we have specified performance deadlines and made them the basis for placing the order, such deadlines shall be extended in the event of strikes and cases of force majeure for the duration of the delay plus a reasonable start-up period. The same shall apply if the customer fails to fulfill any obligations to cooperate.

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(2) If the customer is an entrepreneur, delivery ex works is agreed, unless otherwise stated in the order confirmation.

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§ 10 Contractual terms and terminations

1. the fixed contract periods are agreed individually and result from the respective contract.

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2. if the customer is an entrepreneur, the contract shall be extended in each case by the period of the fixed contract term, unless it is terminated in each case 3 months before the expiry of the corresponding period.

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If the customer is a consumer and the contract contains a work or service, it shall be renewed for a further year after the expiry of the agreed contract term, unless it is terminated 3 months before the expiry of the respective period.

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4. if the customer is a consumer and the subject of the contract is equipment rental, the contract shall be renewed after expiry of the fixed contract term in each case for the period of the fixed contract term, unless it is terminated 3 months before expiry of the corresponding period.

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5. the right to extraordinary termination for good cause remains unaffected.

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(6) In the event of extraordinary termination of a rental agreement by the customer, we shall be entitled to invoice the customer for the remaining rental installments discounted to the end of the fixed term of the agreement. The customer is at liberty to prove that we have incurred no or lower damages.

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7. notices of termination must be in writing.

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§ 11 Liability for defects

(1) The assertion of warranty claims by the customer presupposes that the customer has properly fulfilled its inspection and notification obligations. If the customer is a consumer, we shall be liable in accordance with the statutory provisions in the event of a defect, insofar as no restrictions arise from the following. The consumer shall notify us in writing of any obvious defects within two weeks of the defect occurring. If the notification is not made within the aforementioned period, the warranty rights shall expire. This shall not apply if we have fraudulently concealed the defect or have assumed a guarantee for the quality.

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If the customer is an entrepreneur, we reserve the right to choose the type of subsequent performance in the event of a defect.

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If the customer is a consumer, the limitation period for claims for defects shall be two years for the delivery of new items and one year for the delivery of used items. The period begins with the transfer of risk. This shall not apply insofar as claims for damages due to defects are concerned. Section 12 shall apply to claims for damages due to a defect.

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If the customer is an entrepreneur, the warranty period shall always be one year. The limitation period in the case of a delivery recourse according to §§ 478,479 BGB remains unaffected. This shall not apply insofar as claims for damages due to defects are concerned. For claims for damages due to a defect, § 12 shall apply.

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5. when purchasing smoke alarms, the warranty period is 10 years, provided and as long as the customer has commissioned us with the maintenance of the smoke alarms concerned.

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6. the customer does not receive any guarantees in the legal sense from us.

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§ 12 Liability for damages

1. our liability for breaches of contractual obligations as well as from tort is limited to intent and gross negligence and to the foreseeable damage typical for the contract. This shall not apply in the case of injury to life, body and health of the customer, claims for breach of cardinal obligations, i.e. obligations arising from the nature of the contract and the breach of which endangers the achievement of the purpose of the contract, as well as compensation for damage caused by delay (§ 286BGB). In this respect, we are liable for any degree of fault.

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2. the aforementioned exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents.

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3. if we are not responsible, all damage caused by fire, frost, non-compliance with the installation, operating and handling instructions, improper handling, damage due to exceeding the specified operating values, natural wear and tear, original or subsequent change in the nature of the water, in particular due to the ingress of foreign bodies, siltation or pollution, rusting due to chemical, electrical or electrolytic influences or other unavoidable circumstances are excluded from our liability.

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4. furthermore, liability on our part is excluded if the customer has made unauthorized changes to devices or instruments. Costs for failures and malfunctions caused by damage for which the customer or its vicarious agents or third parties are responsible, including failures or malfunctions caused by reasons within the customer's sphere of influence or other unavoidable circumstances for which we are not responsible, shall be borne by the customer.

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(5) Insofar as liability for damages not based on injury to life, body or health of the customer is not excluded for slight negligence, such claims shall become statute-barred within one year beginning with the accrual of the claim or, in the case of claims for damages due to a defect, from the handover of the item.

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(6) Insofar as our liability for damages is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, representatives and vicarious agents.

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§ 13 Retention of title

1. in the case of contracts with consumers, we retain title to the object of purchase until the purchase price has been paid in full.

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If the customer is an entrepreneur, we retain ownership of the goods until all claims against the customer have been settled, even if the specific goods have already been paid for.

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The customer shall inform us without delay of any compulsory execution measures by third parties in respect of the goods subject to retention of title, handing over the documents necessary for intervention; this shall also apply to impairments of any other kind. Irrespective of this, the customer must inform the third parties in advance of the rights existing in the goods. If the customer is an entrepreneur, he shall bear our costs of an intervention insofar as the third party is not in a position to reimburse them.

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If the customer is an entrepreneur, he assigns to us as security the claims against his customers arising from the aforementioned transactions in the event of resale/rental of the goods subject to retention of title until all our claims have been satisfied. In the event of processing of the reserved goods, their transformation or their combination with another item, we shall acquire direct ownership of the manufactured item. This shall be deemed to be reserved goods.

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If the value of the security exceeds our claims against the customer by more than 20 %, we shall, at the customer's request and at our discretion, release securities to which we are entitled to the corresponding extent.

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(6) In the event of a sale of the property or a change in the management of the property, the claims arising from the rental agreement shall remain in force vis-à-vis the Customer. If the legal successor does not enter into the rights and obligations of the contract, Comgy shall be entitled to invoice the equipment rental for the remaining term in one sum. The invoice amount shall then become due for payment immediately. In the event that legal dunning proceedings are initiated, Comgy shall be entitled to invoice the equipment rental for the remaining term in one sum. In this case, discounting shall be made in favor of the customer at the usual bank conditions. The invoice amount shall then become due for payment immediately. Comgy shall be entitled to transfer the claims/services or its obligations under this contract to third parties without the Customer's consent.

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§ 14 Obligations under the Electrical and Electronic Equipment Act (ElektroG)

The customer shall dispose of the delivered devices at the end of use at its own expense and in accordance with the statutory provisions. We shall be released from the obligation to take back the equipment and from any third party claims in this regard (§ 10 II ElektroG).

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2. in the event that equipment is passed on to commercial third parties, the customer undertakes to also oblige these third parties to dispose of the equipment properly after termination of use, to bear the costs in this respect and to impose an obligation to pass on the equipment in the event that it is passed on again.

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§ 15 Other provisions

1. in the event of a change of ownership of the property, the claim against the customer shall remain in force unless the purchaser enters into the rights and obligations of this contract and the customer submits a declaration of entry to us or the purchaser concludes a follow-up contract with us.

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(2) Unless otherwise stipulated in the contract, the place of performance and payment shall be our registered office. The statutory provisions on the places of jurisdiction shall remain unaffected, unless otherwise stipulated in the special provision in clause 3.

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(3) The exclusive place of jurisdiction for contracts with merchants, legal entities under public law or special funds under public law shall be the court responsible for our place of business.